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Ksolves India Ltd.

BSE: 535356 Sector: IT
NSE: KSOLVES ISIN Code: INE0D6I01015
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Ksolves India Ltd. (KSOLVES) - Director Report

Company director report

To

The Members

Ksolves India Limited

Your directors are pleased to present the Annual Report of your company together withthe Audited Standalone and consolidated Financial Statements of your company for thefinancial year ended March 31 2021.

1. Summary of Financial Results:

The summary of the financial results of the Company for the year under review is asunder:

Particulars

Standalone

Consolidated

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue 240807118/- 81451089/- 284245369/- 101364154/-
Expenses 131368101/- 70800956/- 160203726/- 89366960/-
EBITDA 109439017/- 10650133/- 124041643/- 11997194/-
Finance Costs - - 110646/- 44010/-
Depreciation and amortization expense 2899407/- 1694050/- 4349472/- 2892900/-
Profit before tax 106539610/- 8956083/- 119581526/- 9060284/-
Tax Expenses 26857122/- 2252456/- 30201975/- 2278682/-
Profit for the year 79682488/- 6703627/- 89379550/- 6781602/-
Other Comprehensive lncome/(Loss) - - - --
Total Comprehensive Income for the year 79682488/- 6703627/- 89379550/- 6781602/-

2. Performance of your company:

Consolidated Financial Highlights

The audited consolidated financial statement of your company as on 31 st March 2021prepared in accordance with the Generally Accepted Accounting Principles in Indiarelevant applicable regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and provision of Companies Act 2013 forms part of this Annual report.

The Key Aspect of your company's consolidated financial performance during thefinancial year 2020-21 are as follows:

Operational Highlights: The consolidated revenue of the company from Sales is Rs.282153941/- as compared to Rs. 101323453/- in the previous year.

Financial highlights: The consolidated profit of the company is Rs. 89379550.00/- ascompared to Rs. 6781602/- in the previous year.

Standalone Financial Highlights:

Operational Highlights: The standalone revenue of the company from Sales is Rs.238935647/- as compared to Rs.81410396/- in the previous year.

Financial highlights: The standalone profit of the company is Rs. 79682488/- ascompared to Rs.6703627/- in the previous year.

3. Changes in Share Capital

(i) Rights Issue

During the year under review On April 23 2020 the company has issued 100000 (Onelakh only) equity shares through Right issue at face value of Rs. 10/- (Rupees ten only)each thereby the paid-up capital of the company increased to Rs. 1200000/- (Rupeestwelve lakh only).

(ii) Bonus Issue

During the year under review On April 24 2020 the company has issued 960000 (Ninelakh sixty thousand only) equity shares through Bonus issue in the ratio of 8:1 therebythe paid-up capital of the company increased to Rs. 10800000/- (Rupees One crore eightlakhs only).

4. Listing

During the year under review the company has successfully launched its IPO (InitialPublic Offering). The Public Issue consisted of 402000 (Four lakh two thousand only)Equity shares of Rs. 10/- each at issue price of Rs. 100/- per Equity share including apremium of Rs. 90/- per equity share aggregating to Rs. 402.00 Lakhs. The issue got oversubscribed and the shares of your company got listed on National Stock Exchange of IndiaLimited on NSE Emerge platform on July 06 2020. Subsequent to completion of the IPO thepaid-up share capital of the company increased to Rs. 14820000/- (Rupees One croreforty-eight lakh twenty thousand only).

5. Dividend

FY 2021 based on the Company's performance the Directors have also recommended afinal dividend of Rs. 30 per equity share. The final dividend on equity shares ifapproved by the Members would involve a cash outflow of Rs. 44460000/- The totaldividend on equity shares including dividend tax for FY 2021 would aggregate Rs.59280000/- resulting in a dividend payout of 74.40 percent of the unconsolidatedprofits of the Company.

During the year under review your company have declared and paid interim dividend of100 % on its fully paid-up Equity share Capital of Rs. 14820000/- for financial year2020-21 i.e. at the rate of Rs.10/- (Rupees Ten) per share.

If approved in the ensuing general meeting the Company paid a total dividend of Rs.59280000/-. The Dividend Distribution Policy in terms of Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") is disclosed on the Company'swebsite www.ksolves.com.

6. Transfer to Investor Education and Protection Fund (IEPF)

No Funds or shares were required to transferred to Investor Education and ProtectionFund during the year under review.

7. Transfer to Reserves

During the period under review the Company didn't transfer any amount to reserves.

8. Deposit

During the year under review your company has not accepted any deposits pursuant to theprovisions of Section 73 to 76 of the Companies Act 2013.

9. Changes in nature of business

There is no significant change made in the nature of the company during the financialyear under review.

10. Material changes and commitment affecting financial position of your Company

There are no material changes and commitments affecting the financial position of yourCompany which has occurred between end of financial year of the Company i.e. March 312021 and the date of Directors' Report i.e. April 26 2021.

11. Statement of Statement of Utilization of Funds Raised Through IPO under Regulations32 (1) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review the company has come up with Initial Public Offer of402000 (Four lakh two thousand only) Equity shares of Rs. 10/- each at issue price ofRs. 100/- per Equity share including a premium of Rs. 90/- per equity share aggregatingto Rs. 402.00 Lakhs.

Pursuant to Regulation 32(l)(a) and 32(1)(b) of The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company hereby states that:

There was no deviation(s) in the utilization of public issue proceeds from the objectsas stated in the prospectus dated June 17 2020.

There has been no variation(s) in the use of proceeds from the objects stated in theprospectus dated June 17 2020.

12. Foreign Exchange Earnings and Outflow

During the year the total foreign exchange used was Rs. 1512431.01 and the totalforeign exchange earned was Rs. 231386511.12.

13. Conservation of energy and technology absorption

The details of conservation of energy and technology absorption are not applicable tothe company hence not furnished.

14. Particulars of Holding Subsidiary and Associate Companies

The Board reviews the affairs of the Company's subsidiaries and associates at regularintervals. In accordance with section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company which form part of this AnnualReport. Further a statement containing salient features of the Financial Statements ofthe Company's subsidiary is given in prescribed form AOC-1 enclosed as Annexure-I whichforms part of this Annual report. The said Form also highlights the financial performanceof the subsidiary company included in the Consolidated Financial Statements.

In accordance with section 136(1) of the Companies Act 2013 the Financial Statementsof the subsidiary company are available for inspection by the members at the RegisteredOffice of the Company during business hours on all days except Saturday Sunday and PublicHoliday. Any person desirous of obtaining said financial statement may write atcs@ksolves.com.

There are no companies which have become or ceased to be its Subsidiaries jointventures or associate companies

15. Risk Management and Internal Control System

Our company is exposed to a range of external as well as internal risks that have asignificant impact on its performance. In order to efficiently manage such risk theCompany has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Our robust internal control system forminimizing the risk propels our culture of informed and responsible risk handling forattaining the organizational objectives with optimum utilization of resources.

16. Related Party Transactions

All contracts/transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis. Nomaterial Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 enclosed as AnnexureO.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm's length. All Related Party Transactions are subjected to independentreview by a reputed accounting firm to establish compliance with the requirements ofRelated Party Transactions under the Act and SEBI (LODR) Regulations 2015.

17. Transfer to Investor Education and Protection Fund (IEPF)

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

18. Particulars of loans guarantees or investments

Disclosure on details of loans guarantees and investments pursuant to the provisionsof Section 186 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are provided in the financial statements.

19. Directors and Key Managerial Personnel Board of Directors

The Board of the Company comprises of Five (05) Directors; One Managing Director oneWhole-time Director and remaining three being Independent Directors. As on March 31 2021the Board of the company constitutes of the following directors:

S.No Name of Director DIN Number Designation
1. Mr. Ratan Kumar Srivastava 05329338 Chairman and Managing Director
2. Ms. Deepali Verma 05329336 Who\e-time Director
3. Ms. Varsha Choudhry 08969362 Independent Director
4. Mr. Arpit Goyal 08273225 Independent Director
5. Mr. Veer Pratap Singh 08736631 Independent Director

Note: Mr. Varun Sharma is appointed as Additional Director (Independent) of the companywith effect from 27 th April 2021 (appointed date) and his regularization is recommendedat this annual general meeting. The intimation to this effect has already been provided tothe stock exchange.

During the year under review following are the changes occurred on the Board of yourcompany:

S.No Name and Designation of Director Appointed on Resigned on
1. Mr. Suraj Mishra -Independent Director 24 th April 2020 30 th April 2020
2. Mr. Veer Pratap Singh—Independent Director 29 th April 2020 27 th April 2021
3. Mr. Arpit Goyal—Independent Director 29 th April 2020 -
4. Mr. Hemant Kumar—Independent Director 29 th April 2020 28 th February 2021
5. Ms. Varsha Choudhry—Independent Director 1 st March 2021 -

Change in Designation

During the year under review there was Change in Designation of Mr. Ratan KumarSrivastava and Ms. Deepali Verma. With effect from 29 th April 2020 Mr. Ratan KumarSrivastava was designated as Chairman cum Managing Director of the company and Ms. DeepaliVerma was designated as Whole-time Director of the company.

Key Managerial Personnel

In accordance to the provision of Section 2(51) read with Section 203 of the Act readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as onthe date of this report Mr. Ratan Kumar Srivastava is the Managing Director of theCompany Ms. Manisha Kide is the Company Secretary and Compliance officer of the Companyand Mr. Umang Soni is the Chief Financial Officer of the Company.

During the year under review following are the changes occurred in the Key ManagerialPersonnel of the Company:

S.No Name of Key Managerial Personnel Appointed on Resigned on
1. Mr. Dipanshu (Company Secretary and Compliance Officer) 28 th April 2020 27 th October 2020
2. Ms. Manisha Kide (Company Secretary and Compliance Officer) 28 th October 2020 -
3. Ms. Deepali Verma (Chief Financial Officer) 28 th April 2020 28 th February 2021
4. Mr. Umang Soni (Chief Financial Officer) 1 st March 2021 -

(i) Retire by Rotation- Ms. Deepali Verma

Pursuant to Sections 149152 and other applicable provisions of the Companies Act2013 one-third of the directors of the company are liable to retire by rotation and ifeligible they can offer themselves for the re-appointment. In this Annual GeneralMeeting Ms. Deepali Verma (DIN: 05329336) Executive and Whole-time Director of theCompany is liable to retire by rotation and being eligible to offer herself forre-appointment.

(ii) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015 ("SEBI ListingRegulations") The Board has adopted a process for evaluating its performance andeffectiveness as well as that of its Committees and carried out an annual evaluation ofits own performance Board Committees and the Directors individually. The Board and theNomination & Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria and framework adopted by the Board. The evaluationcriteria included included various aspects such as functionality of Board compositionsprocess & procedures including adequate & timely information attendancedelegation of responsibility decision making roles & responsibility includingmonitoring benchmarking feedback relationship with the stakeholders and as provided bythe Guidance Note on Board Evaluation issued by SEBI dated January 05 2017. In a separatemeeting of the Independent Directors held on March 30 2021 performance of theNon-Independent Directors the Board as a whole and the Chairman was also evaluated onthe basis of pre-set criterion. During the year Board Evaluation cycle was completed bythe Company internally which included the Evaluation of the Board as a whole BoardCommittees and Peer Evaluation of the Directors. The Board was satisfied with thecontribution of directors in their respective capacities and as a team.

(iii) Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors Key Managerial Personnel andother employees has been formulated in terms of the provision of The Companies act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in order topay equitable remuneration to the Directors Key Managerial Personnel and employees of theCompany and to harmonize the aspiration of human resources consistent with the goals ofthe Company.

The Remuneration Policy has been updated on the website of the Company athttps://www.ksolves.com/assets/pdf/5-Policies/6-Nomination-and-Remuneration-Policy.pdf Thestatement containing particulars of employees as required under Section 197(12) of the Actread with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure-D forming part of this report.In terms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of your Company. Any member interested in obtaining a copy of the samemay write to the Company Secretary.

(iv) Details of Director's Remuneration

The information relating to remuneration paid to directors as required under Section197(12) of Companies Act is given under Annexure-C.

(v) Certificate of Practicing Company Secretary

The Company has obtained a certificate from M/s Sharma Vivek & AssociatesPracticing Company Secretary Jaipur stating that none of the Directors on the Board ofthe Company have been debarred/ disqualified from being appointed / continuing asDirectors of any company by the SEBI and Ministry of Corporate Affairs or any suchStatutory authority under Annexure- H.

20. Board Evaluation

The company has received necessary declaration from the Independent Directors asrequired under Section 149(7) of the Companies Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Act and that of LODR Regulations.Independent Directors are in compliance with the Code of Conduct prescribed under ScheduleIV of the Companies Act 2013.

In the opinion of Board the Independent Directors of the company possess theintegrity requisite experience and expertise relevant for the industry in which thecompany operates. Further all the Independent Directors of the Company have successfullyregistered with the Independent Director's Databank of the Indian Institute of CorporateAffairs. The online proficiency self- assessment test conduct by the said institute is yetto be passed by them.

21. Meeting of Board of Directors and Compliance to Secretarial Standard

The Board of Directors of the Company met thirteen (13) times during the year i.e. on08.04.2020 15.04.2020 23.04.2020 24.04.2020 28.04.2020 30.04.2020 (2 times)13.05.2020 17.06.2020 02.07.2020 08.08.2020 27.10.2020 and 20.01.2021. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.The Company has complied with the provisions of Secretarial Standard 1 (relating tomeetings of the Board of Directors) and Secretarial Standard 2 (relating to Generalmeetings) during the year.

Attendance of Directors during the Board Meeting for FY 2020-21

S.No Name of Director No. of meeting attended No. of meeting held
1. Mr. Ratan kumar Srivastava 13 13
2. Ms. Deepali Verma 13 13
3. Mr. Arpit Goyal 13 13
4. Mr. Veer Pratap Singh 7 8
5. Mr. Hemant Kumar 8 8
6. Mr. Suraj Mishra 2 2

22. General Meeting

During the period under review the Annual general meeting of the company was held on29 th April 2020. The company also had two (2) Extraordinary general meetings on 24 thApril 2020 and 25 th April 2020.

23. Board Committees

With a view to have more focused attention on business and for better governance andaccountability the Board has the following committees as on March 31 2021:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and theirrelevance reviewed from time to time. Meetings of each of these Committees are convened bythe respective Chairman of the Committee. The Board supervises the execution of itsresponsibilities by the Committees and is responsible for their action. The minutes andproceedings of the meetings of all Committees are placed before the Board for review. TheMinutes of the Committee Meetings are sent to all members of the Committee individuallyand tabled at the Board Meetings. Following are the details of Board Committees:

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with therequirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 as well as Section 177 of the Companies Act 2013. The terms of reference of theAudit Committee are as set out in conformity with the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013. Thecomposition of the Audit Committee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Ms. Varsha Choudhry Chairman Non-Executive-Independent Director
2. Mr. Veer Pratap Singh Member Non-Executive-Independent Director
3. Mrs. Deepali Verma Member Whole time Director

Note: The Audit committee was reconstituted on April 26 th 2021 and the reconstitutedcommittee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Mr. Varun Sharma Chairman Non-Executive-Independent Director
2. Ms. Varsha Choudhry Member Non-Executive-Independent Director
3. Mrs. Deepali Verma Member Whole time Director

Terms of reference of the Audit Committee:

(i) Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

(ii) Recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;

(iii) Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(iv) Reviewing with the management the annual financial statements and auditor reportthereon before submission to the board for approval;

(v) Reviewing with the management the half yearly financial statements beforesubmission to the board for approval with particular reference to;

• matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

• changes if any in accounting policies and practices and reasons for the same;

• matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

• changes if any in accounting policies and practices and reasons for the same;

major accounting entries involving estimates based on the exercise of judgment bymanagement

• significant adjustments made in the financial statements arising out of auditfindings;

• compliance with listing and other legal requirements relating to financialstatements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

(vi) Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

(vii) Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

(viii) Approval or any subsequent modification of transactions of the listed entitywith related parties;

(ix) Scrutiny of inter-corporate loans and investments;

(x) Valuation of undertakings or assets of the listed entity wherever it is necessary;

(xi) Evaluation of internal financial controls and risk management systems;

(xii) Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(xiii) Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

(xiii) Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

(xvi) Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

(xvii) Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

(xviii) The Audit Committee shall have authority to investigate into any matter inrelation to the items specified in section 177(4) of Companies Act 2013 or referred to itby the Board.

(xx) To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(xxi) To review the functioning of the whistle blower mechanism;

(xxii) Approving the appointment of the Chief Financial Officer (i.e. the whole timefinance director or any other person heading the finance function) after assessing thequalifications experience and background etc. of the candidate; and;

(xxiii) Audit committee shall oversee the vigil mechanism.

(xxiv) Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in itsmeetings.

(xxv) Carrying out any other function as is mentioned in the terms of reference of theaudit committee or containing into SEBI Listing Regulations 2015.

Further the Audit Committee shall mandatorily review the following:

(i) Management discussion and analysis of financial condition and results ofoperations;

(ii) Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(iii) Management letters / letters of internal control weaknesses issued by thestatutory auditors;

(iv) Internal audit reports relating to internal control weaknesses; and

(v) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review

(v) Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7).

Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board of Directors is in conformity withthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as well asSection 178 of the Companies Act 2013. The composition of the Nomination and RemunerationCommittee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Mr. Arpit Goyal Chairman Non-Executive-Independent Director
2. Ms. Varsha Choudhry Member Non-Executive-Independent Director
3. Mr. Veer Pratap Singh Member Non-Executive-Independent Director

Note: The Nomination and Remuneration Committee was reconstituted on April 26 th 2021and the reconstituted committee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Mr. Arpit Goyal Chairman Non-Executive-Independent Director
2. Ms. Varsha Choudhry Member Non-Executive-Independent Director
3. Mr. Varun Sharma Member Non-Executive-Independent Director

Terms of reference of the Nomination and Remuneration Committee:

(i) Identify persons who are qualified to become directors and may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance;

(ii) Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for directors KMPs and other employees;

(iii) Formulation of criteria for evaluation of performance of independent directorsand the board of directors;

(iv) Devising a policy on diversity of board of directors;

(v) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors;

(vi) Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights;

(vii) Decide the salary allowances perquisites bonuses notice period severancefees and increment of Executive Directors;

(viii) Define and implement the Performance Linked Incentive Scheme (including ESOP ofthe Company) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose.

(ix) Decide the amount of Commission payable to the Whole Time Directors;

(x) Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc; and

(xi) To formulate and administer the Employee Stock Option Scheme.

Stakeholder Relationship Committee

The Company has constituted a Stakeholders' Relationship Committee pursuant toprovisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The composition ofStakeholders' Relationship Committee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Mr. Veer Pratap Singh Chairman Non-Executive-Independent Director
2. Mr. Arpit Goyal Member Non-Executive-Independent Director
3. Mr. Ratan Kumar Srivastava Member Chairman & Managing Director

Note: The Stakeholder Relationship committee was reconstituted on April 26 th 2021and the reconstituted committee is as follows:

S.No Name of Director Designation Nature of Directorship
1. Ms. Varsha Choudhry Chairman Non-Executive-Independent Director
2. Mr. Varun Sharma Member Non-Executive-Independent Director
3. Mr. Ratan kumar Srivastava Member Chairman & Managing Director

Terms of reference of Stakeholders' Relationship Committee:

(i) Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the space at back for recording transfershave been fully utilized.

(ii) Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.;

(iii) Review the process and mechanism of redressal of Shareholders' /Investor'sgrievance and suggest measures of improving the system of redressal ofShareholders'/Investors' grievances.

(iv) Non-receipt of share certificate(s) non-receipt of declared dividendsnon-receipt of interest/dividend warrants non-receipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.

(v) Oversee the performance of the Registrar & Share Transfer Agent and also reviewand take note of complaints directly received and resolved them.

(vi) Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities & Exchange Board of India (Prohibition of insider Trading) Regulations2015 as amended from time to time.

(vii) Any other power specifically assigned by the Board of Directors of the Companyfrom time to time by way of resolution passed by it in a duly conducted Meeting and

24. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020-21 is given in Annexure-A in the prescribed FormNo. MGT-9 which is a part of this report and the same is also available on our website:www.ksolves.com

25. Directors' Responsibility Statement

Your Company's Directors make following statement in terms of sub-section (5) ofSection 134 of the Act which is to the best of their knowledge and belief and accordingto the information and explanations obtained by them:

(i) That in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2021 and of theprofit of the Company for the year ended on that date;

(iii) Review theav process and mechanism of redressal of Shareholders' /Investor'sgrievance and suggest measures of improving the system of redressal ofShareholders'/Investors' grievances.

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

26. Auditors

(i) Statutory Auditors

The members at the 6 th Annual General Meeting held on April 29 2020 appointed M/s A YCo. Chartered Accountants Jaipur having FRN: 020829C as Statutory Auditors of theCompany until the Conclusion of the Annual General Meeting of the Company for the yearended March 31 2024. The requirement of seeking ratification of appointment of StatutoryAuditors at every ACM is not no more required pursuant to amendment brought by theCompanies Amendment Act 2017.

(ii) Auditors Report

The report of the Statutory Auditors along with Notes to Accounts is enclosed to thisreport. The observations made in the Auditors Report are self-explanatory and therefore donot call for any further comments. There is no fraud reported by the Auditors of thecompany.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 the company has appointed M/s. SharmaVivek & Associates Practicing Company Secretary Jaipur to carry out the SecretarialAudit of the company. The Report of the Secretarial Audit for F.Y. 2020-21 is attachedherewith as Annexure-B. There are no qualifications observations or adverse remark ordisclaimer in the said report.

(iv) Internal Auditor

In terms of Section 138 of the Companies Act 2013 and Rules made there under M/s.RSAV & Co. Chartered Accountants Noida have been appointed as an Internal Auditorsof the Company for Financial Year 2020-21. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of works includes Review of the accuracy and reliability of the Corporationaccounting records and financial reports review of operational efficiency effectivenessof systems and processes and assessing the internal control strengths opportunities forcost saving and recommending company for improving cost efficiencies.

27. Report on Corporate Governance

Your company provides utmost importance at best Governance Practices and are designatedto act in the best interest of its stakeholders. Better governance practice enables thecompany to introduce more effective internal controls suitable to the changing nature ofbusiness operations improve performance and also provide an opportunity to increasestakeholders understanding of the key activities and policies of the organization. YourCompany has incorporated the appropriate standards for corporate governance. Pursuant toRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company is not required to mandatorily comply with the provisions of certainregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Hence company is not filing Corporate Governance Report to stock exchange quarterlyand not providing the Corporate Governance Report as the part of this Annual Report.

28. Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review is presented ina separate section forming part of the Annual Report and is annexed herewith as"Annexure E".

29. Vigil Mechanism and Whistle Blower Policy

The Company has constituted an audit committee therefore it is also mandatory for suchCommittee to operate the vigil mechanism and if any of the members of the committee havea conflict of interest in a given case they should rescue themselves and the others onthe committee would deal with the matter on hand to whom other directors and employeesmay report their concerns. It provides adequate safeguard against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee or the director nominated to play therole of audit committee as the case may be in exceptional cases. The existence of themechanism may be appropriately communicated within the organization. The detailed VigilMechanism and Whistle Blower Policy is available on the website of the company on thefollowing link https://www.ksolves.com/assets/pdf/5-Policies/ll.Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

30. Reporting on Sexual Harassment

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition &Redressal) Act 2013. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for staff and secure environment for women employee.

No. of complaints filed during the Financial year No. of complaints disposed of during the Financial year No of Complaints pending as on end of the Financial year
Nil Nil Nil

31. Business Responsibility Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is not applicable toyour company being SME listed company as per the exemptions provided under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

32. Equal Employment Opportunities

Being an equal opportunity employer the company will do its utmost to ensure that ailof its employees are treated fairly during the period of their employment irrespective oftheir race religion sex (including pregnancy) color creed age national originphysical or mental disability citizenship status ancestry marital status veteranstatus political affiliation or any other factor protected by law. All decisionsregarding employment will be taken based on merit and business needs only.

33. Policy on Code of Conduct and Ethics

Being a SME listed Company exemption has been provided to the Company from formulatingof Code of Conduct for Board of Directors and Senior Management Personnel. However Boardof Directors has formulated and adopted Code of Business Conduct Ethics for Director Samp;Senior Management Executive policy. As an organization your Company places a greatimportance in the way business is conducted and the way each employee performs his/herduties. Your Company encourages transparency in all its operations responsibility fordelivery of results accountability for the outcomes of our actions participation inethical business practices and being responsive to the needs of our people and society.Towards this end your Company has laid down a Code of conduct applicable to all theemployees of your Company and conducted various awareness sessions across the Company. TheCode provides for the matters related to governance compliance ethics and other matters.In this regard certificate from Managing Director as required under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has been received bythe Board and the same is attached herewith as per Annexure - F. The detailed Code ofBusiness Conduct Ethics for Director & Senior Management Executive policyavailable on below link:https://www.ksolves.eom/assets/pdf/5-Policies/4-Code-of-Conduct-for-Director-and-Senior-Executives.pdf

34. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company havingregards to the nature of the Company's business/activities.

35. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 are applicable to your Companybased on the profit as on March 31 2021. The Company has formulated CSR committee in thisregard and will ensure strong corporate culture which emphasizes on integrating CSR valueswith business objectives.

36. MD and CFO Certification

In terms of Regulation 17(8) of the Listing Regulations the Managing Director and CFOhas certified to the Board of Directors of the Company with regard to the financialstatements and other matters specified in the said regulation for the financial year2020-21. The certificate received from CFO is attached herewith as per Annexure - G.

37. Listing Fees

The Company affirms that the annual listing fees for the year 2020-21 to The NationalStock Exchange of India Limited (NSE) has been duly paid.

38. Covid-19 impact on business

Company has followed guidelines issued by the Government and has taken steps to ensuresafety of its employees. 100% of the workforce is working from home. The work fromanywhere model has led to higher productivity. In work from anywhere model margin % hasgone up as cost levers of extra cyber security and equipment costs is getting offset byeven higher benefit from lower travel and other operating costs. The Company had strongbusiness continuity plan during the pandemic and so there was a continuity in business andno break down was noticed during the period. Resultantly there was no impact on therevenue and profits of the company further lowering the operating expenses theprofitability has increased during the year. The year ended successfully for the companyadding on to customers employee head count revenue profit and no. of projects as well.

39. Appreciation and acknowledgement

The Board wishes to place on record their sincere appreciation to all the Ksolvian andacknowledge with gratitude for the efforts made by them in for adopting the VisionMission and values of the Company. The board immensely thank all the Departments ofCentral and State Governments Tax Authorities Bank of India Ministry of CorporateAffairs Securities and Exchange Board of India The National Stock Exchange of IndiaLimited (NSE) and other governmental bodies and look forward to their continued support innear future. The board also places on record deep sense of appreciation and co- operationextended by bankers shareholders investors and all other stakeholders other bodies oragencies for their continued and consistent support to the company during the year.

For and on behalf of Board of Directors
Place: Noida
Date: April 26 2021 Ratan Kumar Srivastava
Chairman and Managing Director
DIN:05329338

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